


Just South of Nowhere

by thedisgruntledone



Category: Stranger Things (TV 2016)
Genre: Canon-Typical Violence, F/M, M/M
Language: English
Status: In-Progress
Published: 2017-11-20
Updated: 2018-08-13
Packaged: 2019-02-04 16:32:51
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 5
Words: 10,367
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/12774996
Author URL: https://archiveofourown.org/users/thedisgruntledone/pseuds/thedisgruntledone
Summary: Trapped in the Upside Down, Will fights for his life while wondering if anyone is even aware that the thing that's taken his place isn't really him. Meanwhile, all those who love him are starting to realize that something is going on with the Will that they have with them...but will they figure it out in time to save their friend? And Mike has begun to have some pretty strange dreams...





	1. Prologue

**Author's Note:**

> Sequel to "Fall Away". Although I do think that this can be read on it's own, the backstory is located there.

_Will curls into a ball, shivering. He pulls the blankets tighter around himself. It's cold here. Always so cold, and forever night. There's no escaping it, not for him._

_He can't get back to his world. Can't make that shift happen. He's tried over and over, strained and shook and cried out with the effort, but nothing has happened. He can't get out._

_He rubs at his eyes. He's so very tired. He tries to sleep, and sometimes he manages it, but mostly he spends his time wide awake, flinching at the slightest noise and trying to control his breathing. There's not enough air here; he's had bronchitis once and that's what breathing here feels like. Like he can never get quite enough air into his lungs. He's getting better at controlling the panic that comes along with it, though. It helps._

_What doesn't help is that something always finds him. He doesn’t know how long he's been in this place - it's hard to tell when he's trapped in a world where night never ends - but it seems to him it's been forever. His life is a constant cycle of hiding from creatures big and small, all of them deadly to a boy who has only really read about them in books. He never faced down a Demogorgon or Demodog; has never done battle with a Naga or taken down a troglodyte. He's been defeated every time, both when he was playing and when it’s been all too real. He's worthless._

_It might help if he found somewhere else to stay. But he doesn't want to stray too far from his house, thinking in some way that he might be able to reach his mom again, the way that he had before. But he can't feel her at all, and he is beginning to suspect that it had been_ her _reaching for_ him _that had allowed him to contact her the first time. Her desperation that had driven her near enough to madness that he could find her._

 _But why would she be desperate now? As far as she knows, Will is right there with her, happy and whole and safe. She can relax and live her own life. He wonders if the new Will is easier for her to deal with; less skittish, less sensitive. More apt to run around and get in the kind of scrapes that other boys his age are getting into. A part of him wants to believe that the answer is yes. You've always been a burden, that part insists, and your family is happy to be rid of you. Finally, they can be free of your constant neediness, your helplessness, your inability to be_ normal. _Finally, they will have the son and brother that they want._

_Will tries not to listen to this part of himself, but it is hard not to - it sounds so much like his father, and deep down, Will has always wondered if maybe his father was right. If maybe everyone would be better off if he were less sensitive, less artistic. Less himself._

_Will didn't know why the other thing had left him alive. It should have killed him; should have used it's rows and rows of teeth to devour him. But it hadn't. Maybe it hadn't been hungry, or maybe it had figured that Will was as good as dead anyway._

_As if his thought produces it, there is a noise from outside. Will gulps, and curls up tighter in his blankets. He's in the closet of his bedroom; he knows that if whatever is in his house finds him he's going to die. He stills his breathing and prays that whatever it is, it passes through quickly._

_But the stuff of nightmares never pass quickly, and eventually he hears the bedroom door creak open. He can hear_ something _moving around, snuffling lightly, grunting. Something falls, crashes, and he hears a sound like fingernails on chalkboard, high and screechy. Troglodyte laughter._

_It doesn't take long for it to grow bored: troglodytes are not known for their long attention spans. It smashes everything that it can find, upends drawers over the floor, and then leaves the room. Will breathes a quiet sigh of relief and then shifts. His position has pinched his legs; they are tingling in a way that signals they will soon go numb. As he stretches his legs, one of his sneakers hits the closet door with a thump._

_Will freezes, eyes wide. Surely the troglodytes are gone. They've lost interest and they've left the house. Surely._

_But no. From the hall comes the sound of small, rushing feet, and then his bedroom door is being flung open with a growl. Will shrinks back as the knob on his closet door starts to turn. He looks frantically around for some sort of weapon, but he can't see. He scrambles to his feet - no need to be quiet now - and grabs the other doorknob, yanking the door shut on the surprised troglodyte. With his other hand he reaches up, praying that there's something on the shelf above his head that he can use as a weapon._

_There is nothing but hangers. Will lets out a frustrated cry and grabs one of those. It won't do him any good, of course, but it will be something to swing. He has to at least try to fight._

_The door is nearly yanked out of his hand and he drops the hanger, forgetting all about it in his need to keep the door closed. The troglodyte lets out of a squeal of frustration, then a grunt of effort as it pulls harder. Will strains with all of his might against it but he knows that it is stronger than him; it will have the door open soon enough._

"So let go, dumbass," _Mike says, and Will is so surprised to hear his voice that he does just that, dropping his hands and swiveling his head in surprise. The door flies open, and the troglodyte stumbles back, tripping over its own feet and falling. It is marginally lighter out here, and there's no one in the room but Will and the troglodyte. Of course there isn't._

_Will doesn't have much time to think about it. He spots the troglodyte's spear lying on the floor, and before he can think about it he snatches it up and plants it in the troglodyte with a grimace of disgust._

_It thrashes, letting out a series of growls. Will pulls the spear out and drives it forward again, again, again, until finally the thing is still and silent._

_Will stares at it, feeling sick. It's the first time he's killed anything bigger than an ant, but he's horribly sure it won't be the last._

_Doesn't matter, Mike tells him, and this time Will knows that the voice is in his head. You gotta get out of here, man. The smell will bring others, and then what? It's not like you can fight them all._

_"Right," Will says, and gets the hell out._

_He takes the spear._

Past the fabric between worlds, in a room filled with light, Mike Wheeler opens his eyes.


	2. Chapter 2

**Notes for the Chapter:**

> Thank you so much for the comments and kudos. They always brighten my day. :)

El watches Mike carefully as they bike to school. He looks tired, and he’s been distracted all morning, often losing the train of conversation as he gazes into the distance, biting his lip. Twice he’s nearly overbalanced and had to correct himself at the last minute, always looking around with wide eyes to see if anyone had noticed. No one had either time, and El had pretended not to, as well, but now she wonders why. She’s never felt the need to pretend with Mike before. She bites at her own lip and looks away, her eyes settling on Will. Will, who has been talking steadily with Dustin the entire trip so far, and hasn’t looked back at Mike once. That’s even more unusual. Will always looks at Mike; it’s like he can’t help himself.

El knows the feeling. Her eyes drift over to Mike again. He’s staring at the back of Will’s head, forehead creased in a frown. El drifts her bike a little closer to his. “What?” she asks.

“Huh?” Mike once again snaps himself out of whatever trance he’d been in. His bike wobbles and he nearly goes down, and this time everyone notices. They all turn back to look, and Lucas smirks.

“Who taught you how to ride a bike?’ he calls back, and Will laughs, loud and bright and happy.

“Stop daydreaming, Wheeler,” he says, “do it during class like normal people.”

That gets another laugh, and even Mike smiles, but El notices that it doesn’t quite reach his eyes. Her own eyes narrow.

She lets it go until they reach the school and lock up their bikes. Then she grabs Mike’s arm before he can follow the others into the building. Dustin and Lucas turn back, but Will doesn’t. He continues up towards the building, where Max is waiting for them, having gotten a ride with Billy. She cocks her head and points, and it’s only then that Will turns back. He studies them a moment, then grins, giving them a thumbs up. “Guys, come on,” he says, “let them have a moment already.”

Lucas’ eyebrows climb his forehead, and Dustin’s mouth drops open. El is confused too. That is not much like Will, but then _Will_ hasn’t been much like Will for a while, now. Not since the beginning of summer, when he started going to the Upside Down.

Lucas shrugs. “Whatever,” he mutters, and follows Will, moving quicker when he catches sight of Max. Will’s already next to her, and they wait for both of the others to catch up.

Dustin takes another second to give El a look full of questions. “We’ll save you seats,” he says, then turns and runs after Lucas. “Wait up!” he calls, and then the four of them are walking into the building together, Max giving them a small wave over her shoulder as they disappear through the doors.

When they close, El turns to Mike, hands on her hips. “Tell.”

~****~

Mike stares at El, feeling oddly torn. He wants to tell her what’s going on, but at the same time he really, really doesn’t. Some of what he wants to say doesn’t make sense, and the parts that _do_ shouldn’t bother him as much as they have been. He shakes his head and El’s scowl deepens.

“Friends don’t lie,” she says firmly, and for the first time Mike really regrets telling her that. He figures that makes him kind of an asshole, but it doesn’t change the feeling.

“I didn’t sleep well,” he says finally, shrugging. “I kept having weird dreams.”

El’s face softens a bit, but not completely. Her eyes feel like they’re boring into his, and he knows that she knows that isn’t it. He stays silent, though, and finally she gives and exasperated sigh. “Will,” she says, and Mike flinches before he can stop himself. She gives him a small smile. “He’s different. You don’t like it.”

“No, that’s not it. I mean, that's not all of it.” Mike heaves a sigh of his own and runs a hand through his hair. “He _is_ different, and I _don’t_ like it, but there’s something else.” El raises a brow, waiting, and Mike shakes his head. “Not here,” he says, just as the bell rings. “I’ll tell you everything, but later, okay?”

El studies him for another long moment, ignoring the bell, then nods. “Yes.”

The new freshmen are ushered into the auditorium, where they receive their schedules for the year and have to listen to the principal talk forever about being a part of the team. Football is a time honored tradition at Hawkins High, he explains, and even if they aren’t on the team it is their duty to show up to games in support.

Max rolls her eyes. “No, thanks,” she says, voice low, and goes back to comparing her schedule with the others. “These are all over the place,” she says. “We all only have like one class together. Except Will and Mike, I guess.” She tosses their schedules back at them in disgust. “You guys have nearly everything together.”

Mike tries to share a grin with Will, but he’s not paying attention. He’s looking at Jennifer Hayes. She looks pretty interested in what the principal is saying, and Will’s eyes don’t leave her once. Not that Mike watches. That would be weird, he tells himself, even weirder then being upset that Will would rather look at her than gloat with Mike about their almost identical schedules.

So Mike doesn’t watch. He just kind of _notices_ , is all. But it doesn’t matter, really. He and Will can be smug about their schedules later. He sees El glance at Will, then at him, but he avoids looking in her direction. He doesn’t want to know what she thinks about what she’s seeing; he doesn’t think that she would be as irritated as he is.

“Remember, if you have any trouble you can always come to me,” the principal finishes, and there is a brief applause before everyone starts to make their way off of the bleachers and to their first classes as high school students.

“Thought he’d never shut up,” Max says quietly. “So not into football or cheerleading.”

“I don’t know,” Will says. “I was thinking it might be fun to try out.” His eyes flick towards Jennifer and then away. Mike frowns.

The others stop moving and stare at him. “You want to?” that’s Dustin speaking, but he’s only voicing the thought on all of their minds. _“You?”_

“What’s wrong with that?” Will demands, sounding irritated. “Why can’t I?” he crosses his arms and glares.

They all look at each other. None of them wants to be the mean one, the one who says that Will’s the smallest and weakest of all of them. None of them wants to hurt his feelings, and they all know that’s exactly what telling him would do. They shift awkwardly.

It’s Lucas who opens his mouth, but the answer comes from behind them. “It’s because you’re a fairy, Byers.”

They all turn and there’s Troy, smirking at them. “They don’t let your kind play,” he tells Will, turning his most unpleasant smile on him. “You’d probably enjoy being thrown around.” He shakes his head. “Why don’t you try out for the cheerleading team? I’m sure they’ll have a skirt in your size. Then you can cheer your boyfriend on like all the other girls.” He laughs unpleasantly. “Wheeler can be the ball.”

Mike steps forward, but Will gets there first. “Shut your mouth,” he says, “or else.”

Troy laughs. “Or else what? You gonna beat me up, tough guy?” he takes a step forward, but then he catches sight of one of the teachers, who is looking over at them with some concern, and backs off. “Later for you, I guess. Later for all you freaks.” He turns his back on them and heads down the bleachers.

“Mouth breather,” El says venomously, and Mike grins despite himself. Even though she has learned plenty of new insults in the past months, that one is still her favorite. He likes it. Thinks it's cute.

‘Yeah, he’s awful,” Lucas agrees. “I thought he would leave us alone after you got him, El, but he’s worse than ever.”

“He’s a bully,” Max says furiously. “He’s a complete-“

Troy lets out a yell, and they all watch as he loses his balance and plummets down the last five or six bleachers. He lands with a thud, and for a moment there is a startled silence. Then Troy starts screaming.

Mike feels a bit sick. Troy’s right leg is bent completely out of shape, and his foot is pointing the wrong way. “Oh my God,” Max says, as teachers begin to rush towards the screaming boy. “Did any of you see what happened?”

“I wasn’t looking at him,” Dustin says, “I was too busy trying not to fall.” Mike hears Lucas echo Dustin’s statement but it comes to him as if from far away. He is looking at Will, and what he sees makes him feel like he’s freezing, despite the heat.

Will is looking down at Troy, watching him scream in agony. That wouldn’t be a big deal; they’re all looking. Even some of the kids who were on their way out the doors have come back to gawk. That part is normal. What isn’t normal, and what scares Mike half to death, is the strange light in Will’s eyes as he watches Troy scream and flail in agony. That, and the small, satisfied smile curling his mouth.


	3. Chapter 3

**Notes for the Chapter:**

> Between a wicked case of writer's block and life, it's been a woefully long time since this has been updated. To be honest I'm not entirely happy with this either, but it's something, I guess. :)

Dustin gets to lunch a bit late on Thursday. They’ve been high schoolers for nearly two weeks now and while some things are getting easier, others remain hard. He’s got his locker combination memorized and he’s finding it easier to navigate through the halls to his classes, but he still hasn’t adjusted to the massive amounts of homework he’s now expected to complete. Math is especially difficult; he’d had no trouble with it even last year, but Algebra is turning out to be a monster worse than even a Demogorgon. At least those can be killed. He’s been hoping to pick Will’s brain about it today; Will’s always been great at math. He and Mike took Algebra last year so they understand the stuff, but Dustin prefers Will to Mike, who is impatient and sometimes leaves things out when he explains, forgetting that not everyone can make those connections in their head. Will always lays things out and doesn’t mind going back over and over until Dustin gets it.

But Will isn’t there. “Where’s Will?” he asks, setting his tray down and glancing around the table. Lucas grins and opens his mouth, but by then Dustin has already followed Mike’s glare and spotted Will three tables down, sitting next to Jennifer Hayes and laughing at something she’s saying, eyes bright. “Oh,” he says, sitting down. “Oh, wow. Unexpected.” He’s half proud, half envious. Jennifer Hayes has always been someone that they’ve admired from afar. None of them has spoken more than two words to her since grade school, and there Will is acting like they’re old friends. “When did that happen?” He asks the table at large but it’s really Mike he’s talking to. Mike always has the answers when it comes to Will.

“Football,” El says when it becomes clear that Mike would rather glare at the back of Will’s head than talk. She frowns at him but Mike doesn’t seem to notice or care.

“But Will’s not on the team,” Dustin says, confused.

“Next year,” she replies.

Dustin still doesn’t quite get it. Will has never shown an interest in football before now. Never in any sport, really. And none of the people at that table have ever had much time for him if they weren’t making fun of him.

Lucas leans across the table. “He’s talking about trying out for baseball, too,” he says, sounding just as confused as Dustin feels. “And Molly Simmons says he dropped art.”

“He _what_?” Mike turns his head to look at Lucas so fast Dustin hears a whistling noise. Now it’s the back of Will’s head that El is frowning at.

“Yeah,” Lucas says, voice even quieter. “I thought you knew.”

“No,” Mike says, just as quiet, “he never said anything to me.”

Dustin exchanges a glance with Lucas. That is a bit weird. They don’t talk about it, but Mike always, _always_ knows what’s going on with Will, and the same is true the other way.  They tell each other everything. It hadn’t come as a surprise to either Dustin or Lucas that Mike was the one that Will went to when he was worried about his time in the Upside Down, or that Will was the only one who knew about Mike’s nightly ritual of calling for Eleven during the year she’d been missing. They’re all best friends, but Will and Mike are different in a way that Dustin has a hard time putting his finger on.

“Okay, I don’t get it,” Max says, genuinely puzzled. “I know he’s always been into art, but what’s the problem with him trying something new? Or wanting to make new friends? Maybe even wanting to have a girlfriend,” she adds, smirking a bit.

“No way,” Mike says firmly, the weight of eight years of friendship behind the words. “He’s not interested in stuff like that.”

Max rolls her eyes at him. “Maybe he wasn’t before. Or maybe he was dealing with something more important then,” she says. “Maybe he’s making up for that now.”

Dustin feels his eyes widen. He looks back at Will. He’s talking now, hands moving with animated gestures, and he wonders if he’s always liked Jennifer or if it was finding out that she’d cried at his funeral that made him see her in a new light. Although he hadn’t seemed all that interested when Dustin had told him. He wonders why it never occurred to him that Will might actually like her, or anyone. He guesses that if anyone has a right to make up for lost time, it’s Will.

Mike shakes his head stubbornly. “No,” he says, “something’s going on. And I’m gonna find out what it is.”

~****~

He means to ask Will about it right away; they share nearly every class together so it shouldn’t be hard, he figures.  In some classes, it’s true, the curse of assigned seating by last name puts them at opposite ends of the class, but there’s always the brief time before and after, and if that fails, there’s the time-honored tradition of passing notes.

He knows that the others think he’s overreacting. That he’s having his usual reaction to change, which is to say, completely hating it. But that isn’t what’s going on this time. Mike _knows_ Will; knows everything about him from the loss of his first tooth (he was six. It came out with a piece of taffy and he cried) to his first kiss (Becca Robinson in third grade. She’d done it on a dare and Will had scrubbed his face for ten minutes in the bathroom while Mike stood watch outside, laughing and feeling extremely grateful that Becca hadn’t been dared to kiss _him_ ). He knows that Will cried every night for a month after his dad left (mostly because he felt bad that he was happy he was gone) and that he says his favorite color is blue but it’s really purple and that up until fifth grade he’d wanted to draw for Disney. What he doesn’t know is what is going on with Will now.

He doesn’t know when Will suddenly decided that Jennifer Hayes was more important than

( _him)_

the party, or when he’d rather talk about sports than their next campaign. When he’d decided to trade in his art supplies for a football, or maybe a baseball glove.

Will opts to sit next to Jennifer in English rather than with him, and Mike finds himself grinding his teeth. The others haven’t noticed because they don’t share as many classes with Will as he does, but he’s been steadily moving away from them for a while. Even Mike hadn’t noticed it at first, too caught up in El and starting a new school (too happy, too, that Will seemed to be perking up and moving on from the crap he’d gone through the past couple of years) to pay the same attention that he normally would. But now that he is, he’s coming to realize that this has been happening for a while. For longer than being in high school can really explain.

As if he senses Mike looking, Will looks over. Their eyes meet, and Mike smiles. It feels weird on his face - tentative, almost - but Will’s smile in return is wide. Mike starts to signal for Will to meet him after class, but before he can quite manage it the bell rings and Mr. Ross clears his throat, and they have to turn their heads to the front of the room.

Will manages to avoid him after class (and Mike is sure that that’s exactly what he’s up to, because he _knows_ he was looking when Mike gestured for him to wait), but Mike catches him after school. The others have already left; Will is taking his sweet time getting out, and Mike thinks that it’s probably to avoid the questions that he knows he’s going to be asked. Because Will knows Mike, too, and the one thing that Mike can’t stand is being left out.

The others roll their eyes but head off. El lingers for a moment, staring at him intently. “Later,” she says finally, and Mike nods. He knows he’s going to owe her an explanation. She nods back and then gets on her own bike, running it a few feet before hopping on, hurrying to catch up with the others. Mike watches her for a moment, smiling. It’s hard to believe that just last year she’d been hidden from him and everyone else, and that something as simple as attending school and riding her bike home had been completely impossible.

"Oh,” a voice says behind him, “you’re here.”

Mike turns. Will is standing behind him, gripping the handlebars of his bike, lips pressed together.

“You knew I would be,” he says.

Will sighs heavily. “Yeah, I guess I did.” He fidgets for a moment, then meets Mike’s gaze head on. “Come on, then.” He slips his backpack over one of his bike’s handlebars and then starts to walk, keeping the bike beside him. Mike meets his pace and they walk in silence for a bit, until the sound of the students still leaving the school begins to fade. “The art thing?” Will asks.

Mike nods. “Art,” he agrees, “and sports. And Jennifer Hayes.”

Will bites his lip and looks down at the ground, his hands tightening and then loosening on the handlebars. “I still like art,” he says, “but it’s been...hard…drawing. Since the –“ he stops, rolls his shoulders, goes on. “The Shadow Monster. It used me to draw tunnels and then lead people there, and I –“ his face screws up, and Mike hates it; can’t watch him like that if he can make it stop.

“Hey, I get it. You don’t have to keep going if you don’t want.”

“Thanks.” Will gives him a grateful smile.

“Sports, though?”

He laughs. “They’re not that bad, really. I think part of me just never wanted to get into that kind of stuff because of my dad. Like a rebellion thing or something.” He shakes his head, still laughing a bit. “Stupid, right?”

“Not really,” Mike says, thinking about it. It makes sense. Will’s dad had been pretty insistent that he wasn’t a proper son unless he was interested in sports stuff, and he’d never been happy that neither of his kids had had the slightest interest. Jonathan was far too into his photography and Will art and science to ever really –

“And I mean, it’s not like Jonathan was into sports either,” Will says, and Mike gives a surprised blink at the words; words that could have been plucked from his own brain. He turns his head to look at Will, suddenly certain that Will is watching him, but he is still looking at the ground. “This is the first time I’ve thought about it, really. I think it’ll be good to give it a try. Something different. If I don’t like it I don’t have to keep going. Jen says that’s normal.”

“ _Jen_?” Mike doesn’t mean for his voice to get high the way it does when he says the name. He _really_ doesn’t mean to sound so irritated. “You call her _Jen_?”

Will frowns at him. “She asked me to. Is that wrong?” His frown deepens. “We call Jane El, and you Mike. No one but mom calls me William, and that’s just when she’s mad at me. How is this different?”

He sounds genuinely puzzled, and Mike gapes at him a moment before remembering to close his mouth. They’ve stopped while talking, and now he starts to walk again, looking away from Will as he replies. “No, it’s fine if that’s what she asked you to call her. I just don’t know when you two became such good friends.”

Will hasn’t started walking yet. Mike glances back at him and stops, too, his stomach giving a funny little lurch. Will is looking at the ground again, smiling a little and scuffing his toe in the dirt. Mike doesn’t think that he’s never seen him look quite like that before. His eyes flit up and meet Mike’s before flying back down towards the ground. “I like her,” he says quietly. “I have for a while. She’s pretty and nice and I like her.” He sounds more like the old Will when he says it, and oddly young. Weird thought to have, but for some reason Mike doesn’t want to think about what Will’s actually saying at all. His stomach takes another funny turn and he rubs it, frowning.

“Gonna ask her out?” The words come out scratchy, and he swallows.

Will shakes his head. “No way,” he says, “she’d never say yes.” His smile widens a bit, however, and Mike wonders if that’s what he really believes, or if he's just saying that because it's what he's supposed to say. Still, it’s hard to deny the rush of relief he feels at hearing it. It’s fine that Will likes her, he thinks, but if he started dating her then they’d want to be together all the time, and there’s no way she’d fit into the party. No way she’d even want to. Girls like _Jen_ don’t spend hours in basements playing fantasy games. Girls like that want to go to the movies and do their hair in curls and spend their time cheering at football games, and if someone were dating a girl like that, they'd be dragged along. They wouldn't have time for the things they used to do.

Mike swallows again. “Then she’s an idiot,” he says, and that comes out easily, because it’s true. Will is great, the best really, and Jennifer would be lucky to date him. Anyone would.

“You really think so?” Will looks at him intently, as if trying to find a lie. Mike returns the look steadily.

“Yeah, definitely.”

Will’s face breaks out into a huge smile. “Then maybe I will,” he says, and Mike’s stomach drops.

“Oh. Great,” he says, climbing on his bike. “Let me know how it goes.”

“Definitely.” Will says, smile widening slightly before fading into a confused frown. "You're going home? I thought…”

“Oh, yeah, I forgot. I told mom I’d be home to watch Holly. She wants to do some shopping or something and Nancy’s off with your brother, so.” He shrugs. “Tell El I’ll call her later, okay?” he says, then pedals off, turning left towards home instead of heading straight to the Byer’s. He doesn’t actually have to watch Holly - as far as he knows his mom isn’t going anywhere and if she is she’s either taking his sister along or figured something else out - but he needs to think, and he won’t be able to do that if he goes home with Will. El is going to be mad, but he needs to figure out how he feels before he can explain it to her. He needs to sort out why the idea of Will and Jennifer Hayes ( _Jen_ his mind supplies with the brand new sneer the shortened name has acquired) bothers him so much, but more than that, he needs to know why despite all the perfectly reasonable explanations Will had for his sudden change, something still feels off.


	4. Chapter 4

El waits for them outside. She’s stationed herself on the front lawn with her science book, both because she wants to see their faces before they have a chance to guard them against her and because after spending so much time trapped inside, she loves being out in the fresh air and sunshine.

She reaches out for Will when she senses him near, hoping that she’ll be able to tell from his thoughts how the conversation went. They haven’t told the others yet, but they’ve been able to talk to each other without speaking for a while now. At first it was random, stray thoughts that El often picked up when Will was thinking really hard about something, but as the summer had progressed they’d gotten better and better at it. They’d probably tell the party eventually, and one of them would definitely tell Mike, but they’d agreed that they wanted to keep it to themselves for a while. It was nice, a secret that was just theirs.  

Will doesn’t answer her tentative call. He hasn’t in a while. She wonders if that’s another attempt at being normal, wonders if she should try, too. Will had seemed to like being able to talk to her, but maybe he’d realized that it wouldn’t help him fit in, and that’s why he’s stopped. She makes an annoyed sound. Thinking about this kind of stuff never helps anything. If Will doesn’t want to be different, that’s his problem. El knows that her friends like her the way she is. _Mike_ likes her the way she is, and that’s good enough for her. She isn’t sure why it can’t be good enough for Will, too.

Will grins at her when he sees her on the lawn. She smiles back, but can’t help but think that for as much as Will smiles now, it’s different. He smiled less often before, but those smiles always warmed her in a way that these more frequent ones don’t. He pedals over to the garage and props his bike up against it before turning back to her, backpack hanging indifferently over one shoulder. The sun is at his back; it’s hard to look directly at him this way and she wishes that he would move. She tries nudging him into it with her mind but he just looks back at her, and she gives it up for the moment.

“Mike?” she asks, reaching up to shade her eyes, and Will shakes his head.

“Had to watch Holly, he said. He’ll call later.” He glances towards the house. “Nancy here?”

“Yes.” She doesn’t know why he’s bothering to ask. Nancy comes home with Jonathan most days after school. Will knows this.

For one second it seems like his expression has changed; the smile replaced by a cold, calculating look that is startling on Will’s face, but then he shifts his backpack to his other shoulder and she sees that he’s still smiling. If anything, the smile has grown, looking almost too big for his face. “I’m gonna go in and make a snack. You want something?”

“No.” The heat from the sun is too comfortable, and she isn't hungry enough to move.

“Suit yourself.” He bangs the door shut behind him, and El is once again alone. She finishes the chapter and closes the book, placing it next to her. She’s supposed to answer the questions at the end, but she didn’t bring any paper with her and anyway, she doesn’t feel like it. She can do it later. She lays back and closes her eyes, enjoying the sun on her face, letting her mind wander. It’s Mike she thinks of first, always Mike. Her first friend, her best. Thinking about him makes her feel warm, too. She thinks about how nice it’s been, being able to see him every day. Going to and from school, between classes and at lunch. Holding his hand at the table. Not today though, because he’d been too upset about Will. She frowns slightly. Will.  There _is_ something different about him. Maybe it is what Max says, but El trusts Mike, and Mike is worried. It makes her worried, too. _Will,_ she thinks _, is he right? Is something wrong?_

 _“El? El, can you hear me?”_ The voice is faint, and sounds like it’s coming from a long way off. El frowns harder. _“Is that you?”_ the voice continues _, “El? El!”_

“EL!” someone yells right next to her ear, and she flails, feeling like she’s falling even though she’s already on the ground.

Will is next to her, and he starts laughing when he takes in the look on her face. “You were really out of it,” he says. “Didn’t you hear me calling?”

“No,” So that was what she heard, she thinks. Will, calling to her. “What is it?”

“Mike’s on the phone.”

El hops up, suddenly feeling more awake, and rushes inside, picking up the phone and putting it to her ear. “M-“ she starts, but as soon as he hears her voice Mike is talking over her.

“Can you come over? Alone?”

El frowns. “Yes,” she says slowly, looking through the kitchen. Will is in there with Jonathan and Nancy, working on dinner. He’s got his head turned like he’s listening to Jonathan speak but she doesn’t think that’s what he’s really listening to. She doesn’t think that at all.  She turns her back to the group in the kitchen and lowers her voice. “Are you okay?”

Mike lets out a small noise. It sounds like laughter but there’s nothing funny about what he says. “I don’t think so. El, something’s really wrong. I-“

There’s a loud cry of pain and a clatter behind her, and El whirls around to see Nancy wincing and holding her hand to her chest, tears in her eyes. As El watches, blood begins to slide from between Nancy’s fingers and run down her arms. A lot of blood.

“Nancy, shit,” Jonathan says, reaching for her. Nancy lets him pull her arm away from her body, making small sounds of pain as Jonathan reveals the deep, angry gash in her palm. Blood drips onto the floor, splashing.

“What’s going on?” El hears Mike speak but doesn’t answer. Jonathan is grabbing for a towel, wrapping it around Nancy’s hand with quick movements, the blue darkening to purple as the blood keeps flowing. 

“The knife slipped,” she says through clenched teeth as he works. Tears are dripping down her chin; she can’t seem to help it. “I was cutting and then it just slipped.”

“It’s going to need stitches,” Jonathan says. He turns off the stove and puts his arm around Nancy, leading her out of the house. “Call mom and Hopper, okay? And let the Wheelers know, too.”

“Know what? El? El, know what? Is Nancy okay?” Mike is still talking. She hears him, but it’s distant. She feels weird; disconnected, unfocused. Her gaze is on the blood but she’s not really seeing it. There’s something wrong with her, she knows it but it’s hovering out of her reach. Then the phone is at her ear, and she hears her own voice with some surprise.

“She cut herself,” she says, but those aren’t her words. She drags her eyes up with effort. Will is standing in front of her. He’s looking at her intently. His mouth opens, moves, and more words come out of her. “Jonathan took her to the hospital for stitches. She’ll be okay. Can you tell your mom?”

“Shit. Yeah, I’ll tell her. Bye.” Mike hangs up without waiting for a reply, forgetting whatever he’d needed to talk to her about in light of his sister being hurt. El’s hand hangs up the phone, too. She tries to stop it, tries to say something, anything, but can’t.  _What are you doing?_ she thinks with effort. _Will, what are you doing to me?_ He doesn’t answer, just keeps looking at her, and the more he looks the harder it is to think. She swallows hard, her mouth dry and her head feeling light and buzzy, and forces her eyes away from his. She’s terrified, but she knows how to use that terror and rage and turn it into a weapon. She focuses hard on Will and imagines a giant hand pushing him, shoving him hard enough to send him backwards and break whatever hold he has on her. She can _feel_ the hand move, can practically see it press against him. Can see the way he’ll fall, freeing her enough to get away.

Nothing happens.

Will smiles his too big smile. “It’ll be okay, El,” he says, and she shivers. “Trust me.”

~****~

_He closes his eyes and tries to will himself back. Nothing. Always nothing. It’s what he expected, but he’s still disappointed. Will sighs heavily and goes back to watching his fire – not that it can really be called that. It’s not much more than smoldering branches, not enough heat to warm him but enough to do the job of cooking, which has to do. He can’t afford a real fire, not when he’s so very vulnerable to whatever creatures stalk the endless night. He knows that he got lucky with the troglodyte. He may not get lucky again._

_He’s getting used to living here. The thought is terrifying but it’s also bracing. It keeps him from falling apart. There isn’t the kind of food he’s used to but he’s managed to kill some things and eat them. Right now the fare is something that looks like a rabbit with thousands of tiny sharp teeth going back into its throat. Everything here has too many teeth._

_His first meal here had been some sort of rat. He’d woken to find it on his leg, biting down through his thin pajama pants and into the flesh underneath. He’d kicked out on reflex it had flown through the air, landing a few feet away and then not moving. He’d stood on shaky legs and walked over to where it lay, his stomach churning. It had still been breathing; as he watched it had started to twitch. It would get up and it would come for him, he knew. The things here didn’t run away like he did. Everything here fought. He’d not grabbed the spear and so he’d stomped on the thing, hard, head turned away as though that could prevent him from hearing the sound it made when he did, or keep him from feeling the bones crunch under his bare foot. He’d wobbled back to his spear and his makeshift bed, feeling sick. His leg had been bleeding and he’d ripped a piece off of his pajama top to press against the wound, wondering if he would get sick. Bites could kill you, he knew, and who knew what diseases things here carried? For all he knew he’d spend his last moments here in agony (he would surely spend his last moments in agony, he thought, if he didn’t find a way out of here, regardless of the bite). It was only after that was done and he’d calmed down that his stomach had started growling, and he’d cast a look over at the rat creature. There was no choice. He had to eat. He’d hobbled over and picked it up._

_He hadn’t known how to cook it. There was no such thing as electricity in the Upside Down, and although he could start a fire he had an idea that cooking anything over it wouldn’t be half as easy as the movies made it look. He turned out to be right. His first meal was half raw and too tough, but he’d eaten it anyway, too hungry to care. Later he’d struggled not to be sick. He hadn’t won that particular battle, but he won the next one._

_There’s water here, of a sort. Creatures in the Upside Down apparently need to drink the same as anything else, and he had found water by following their trail. It was dangerous, yes, but he’d had to drink. If he didn’t he would die. The water was dark as oil and didn’t taste quite right, but unlike the rat it stayed down, and that was good. There were more animals there, and that was good, too._

_He’s breathing better, now. His lungs have grown accustomed to the thinner air. And he knows to avoid the trees and the plants, and to stay far away from thick growth he can see on parts of the ground. He remembers._

_He knows he has to move. He starts small. Picks a direction and walks for as long as he can, searching. Turns around and gets more water. Takes a rest and repeats the process. He doesn’t really sleep, here; there’s no way to do it and still be alert, but he’s learning how to rest while still being aware. He’s also learning how to hunt the smaller animals, and how to cook them over a fire without burning. He’s learning to survive._

_But he can’t do this forever. He has to find a way out. No one is looking for him. He doesn’t know how much time has passed but it’s been long enough that he is sure about that. If they were going to realize that it wasn’t their Will with them they’d have done it by now. It hurts, thinking that, but he has to face the truth. He can’t afford to hope that someone is going to come looking for him. There will be no rescue parties. If he’s going to get out of this place he’s going to have to do it himself._

_He doesn’t think that there’s a gate, not anymore, but maybe there’s a tear somewhere. The other him had to get through somehow. If he can just find it – if that other Will hadn’t found some way to sabotage it – then he might be able to slip through. And if he does he’s going to find that thing that took his place and he’s going to make it go back where it came from._

_Something is moving through the bushes across from him. He gets to his feet slowly, heart in his throat, and tries to back away._

_Before he can quite make it out of sight, a Demodog emerges from the trees. It’s small and totally focused on the water, and for a moment Will has hope that there won’t be a confrontation, that he can back away unseen._

_All it takes is one wrong step. A twig snaps under his foot, and the Demodog’s head jerks up. It spots Will and roars, charging at him._

_As he does, sometimes, when things are the hardest, Will hears Mike’s voice. “Left!” it screams. “Go left oh my god your other left you idiot go go go why aren’t you using your spear what do you think it’s for_ decoration _? Fucking move!”_

_“I hear you,” Will mumbles, and goes left, thrusting his spear at the Demodog’s side. It’s a lucky shot; the spear digs in and the creature howls, rearing back. Will has only a moment to recover before the thing is on him, claws out, jaws wide, dozens of teeth ready to dig into his face._

_Will screams, high and reedy, and something large and terrifying moves in his brain, and suddenly the Demodog is flying, soaring through the air and hitting a tree, back breaking with a loud crunching noise that he knows he’ll hear in his nightmares._

_“Holy shit,” the Mike voice whispers, awed, and Will falls to his knees. His head is pounding; spots are dancing in front of his eyes. Something warm trickles down his face and Will reaches up to wipe it away, unsurprised to see that his hand is dark with what is probably blood. He has no idea how that happened._

_“You did that with your mind,” Mike says. “You…you’re like El.”_

_Will shakes his head. He’s not like her, he’s nothing like her. El is brave. El is strong. El would have found her way out of here by now and not spent her time being too afraid to leave some stupid, bad tasting water. Trust Mike to jump to that, though. Even in his head Mike is all about El._

_He heaves a weary sigh, and tries to stand. He knows he’s going to fall an instant before his knees buckle, but instead of hitting the ground he stops, as if someone has caught him and kept him from falling. He rights himself again and looks around, but there’s still no one there. Unless._

_Feeling ridiculous, Will calls out quietly, “El? El, can you hear me? Is that you? El? El!” He waits, but receives no answer. He hesitates, then tries, “Mike?”_

_Nothing. Will rolls his eyes at his own silliness. Of course no one is here. This is all down to him. Taking a deep breath, Will casts one final glance at the pool of water. Then he turns and heads the other way._

_Into the trees._


	5. Chapter 5

**Notes for the Chapter:**

> It's been forever and I make no excuses. I can only offer up this next chapter and my apologies.

Steve supposes that there’s something to be said for going to the local community college instead of a university or state college. He bets that some of those things are even good. He only doubts that any of them can be applied to him, a loser who couldn’t even get into his fourth choice school.

“This,” he tells the car in a conversational tone, “is why you should actually pay attention to your grades and not just girls. Because the girl will dump you for someone smarter and you won’t even be able to drown your sorrows in a bunch of sexy coeds.”

The car doesn’t answer, of course, but when Steve pulls the drain plug the oil inexplicably flows out at an arc, dousing him instead of pouring neatly into the pan as it’s supposed to. Steve sighs and reaches for the rag in his pocket.

When he finishes, he is covered in oil and looking (in his opinion) thoroughly incompetent. He heads into the bathroom to do a quick wash up. A certain level of grease is expected from a mechanic, but he looks like he’s never done an oil change on his own before. His uncle Joe gives him an amused look when he comes back out.

“You know you’re not gonna impress anyone here, kid,” he says, and Steve rolls his eyes, making him laugh. “I knew that car would be a bitch.”

“So you let me do it out of the kindness of your heart?”

Joe shrugs. “You said not to treat you differently than I would anyone else just because you’re my nephew,” he says, widening his eyes in mock innocence. “How would it look if I handed a job to someone else because it looks difficult? S’no way to run a business.” The bell out in front jingles. “Ah, he returns.” He leans back in his chair, lacing his hands behind his head.

Steve grimaces at him. “Oh, come on. Really?”

Joe grins. “Just think of it as a character building experience.”

“Just think of it as you being lazy,” Steve mutters, and Joe throws a rag at him. He catches it with a grin of his own and steels himself before heading out to deal with their newest most difficult customer.

“And there he is, the once mighty king,” Billy says, smirking. He leans over the counter, well into Steve’s space. Steve leans back automatically and Billy’s smirk grows wider. “How’s it going, king?”

“You tell me,” Steve replies, grimly ignoring the way that Billy is looking at him. He doesn’t remember much of the night that he and a bunch of shrimps took on the demidogs before waking in a car, but he remembers enough to know that Billy was on the way to thoroughly cleaning his clock. He also knows that he might not have stopped himself before things got really bad if someone hadn’t stopped him. Dustin’s eyes had gone wide when Steve’d asked, and he’d said in tones of awe that Max was _amazing_ , but that hadn’t explained much, and Steve hadn’t pressed. He had an idea that the answer would just make him obsess about all the ways it could have gone wrong, and honestly, he isn’t their damn babysitter.

Whatever happened, Billy surely remembers that Steve wasn’t the one who stood up and mad him back down, and it’s written in his smirk and the way that he keeps doing his best to crowd Steve, even with the counter standing between them.

Steve clenches his jaw. “Twenty,” he says, undercutting the price a bit because honestly, he doesn’t want Billy here for any longer than he has to be, and making change would require he stick around for five extra seconds.

“Bullshit. I can get it changed in the city for half that.”

He refrains from rolling his eyes, but barely. “It’s nineteen at Barry’s, and they always charge at least ten extra for labor.”

Billy studies him a moment, and he wonders if there is going to be push back. Then Joe coughs, and Billy’s eyes dart towards the back. He straightens up. “Whatever,” he says, tossing a crumpled bill on the counter. “She better be in mint condition, or I’ll be back.”

“Joy,” Steve mutters, and Billy gives him a long look before he smiles.

“I’m gonna throw you a bone, king, because it’s obvious that you have no life now that your highschool years are behind you. There’s a bash tonight. Here.” A flyer joins the bill on the counter. “Come by. Reclaim some of your old glory.” He leans over the counter and snags his keys from the board just behind Steve. “See ya later,” he says, and leaves, the bell jangling loudly behind him.

“That guy is a real prince,” Joe says, coming up behind him. “You undercharged him, Steve-o. Gonna cost you.”

“Yeah, I know,” Steve says. He reaches out and picks up the flyer, intending to toss it in the trash. He has no doubt that anywhere that Billy thinks will be a good time is nowhere he wants to be. Then his eye catches on the address and he shops. “Shit.”

He hasn’t made a big deal of it, but he’s been keeping an eye on the Byers’ old place. He knows that there are a lot of memories there, not all of them good, but he also knows that Jonathan and sometimes Will still went there occasionally, to visit Castle Byers or just be somewhere that was once theirs. It isn’t that they don’t like the Sheriff or Jane, or that they aren’t happy; they just like to remember. Steve gets it. He did the same thing for a few months after his family moved to a nicer part of Hawkins in third grade; until a new family moved into the house and it felt too weird to bike past after school.

He doesn’t think that anyone will sell the Byers’ place. It’s too weird. Things creak that aren’t supposed to, and Joyce never did manage to fully repair the hole that she’d chopped into the wall. Even without that, there was just something about it. Something kind of eerie. Maybe it was just that things that Steve had been through there that made him feel that way…but he didn’t think so.  That “For Sale” sign had been up for a long time, for one – longer than most property in Hawkins, even without the lab around. Another big hint is that no one wants to be there after dark. Billy’s party is a bust, Steve sees as he pulls in the drive later that night. No one really knows what happened out here with Will, but what they do know is enough – he was supposed to be dead, and then he wasn’t. And then a year later there had been that night with the screaming – it seemed that everyone had heard something. And it had always been too close to Hawkins Labs for comfort.

Billy’s car is still there, however, and Steve knows Billy – he’s the type of bully that Steve tried to pretend he was, once upon a time, but didn’t have the stomach for. No one showed up to his party, so he’ll take his fury out on the location. And yeah, Steve is still sore at Jonathan for how things wound up with Nancy (even though looking back he can see that the two of them never had a chance after what happened to Barb; whatever had been there had been killed as sure as she had, even if it limped along a little longer), but he has seen him driving this way more than once, and he’s seen Will biking out this way, and neither of them deserve to come by one day and see the wreck that this jackass has made of a place that meant so much to them.

Billy comes out the front door, and sure enough, he’s got a baseball bat in his hands. He laughs when he sees Steve climbing out of his car. “Holy shit, I didn’t think you’d actually show. Guess that makes you better than the other hicks around here.” He taps the bat against the doorjamb. “I’m just redecorating. Feel like helping out?”

“No,” Steve says, “and the Sheriff’s on his way, so you should probably stop.”

“You called Hopper?” someone else asks, and a red head pops out of the darkness. “What the hell, Steve?”

“Hi, Carol.” Steve doesn’t take his eyes off of Billy. He’s clenching his jaw, and his hand is tightening and releasing on the bat handle. This has the potential to get very bad, very fast. “I just figured that the Byers wouldn’t like to see their house trashed when they’re trying so hard to sell.”

“Like that’s ever gonna happen,” Carol snaps. “God, when did you turn into such a goody two shoes?”

“When I stopped hanging out with jerks.”

Billy’s eyes are narrowed. He smiles again, suddenly. “Chill, Carol,” he says. “Steve-o didn’t call the cops. He came out here all by his lonesome to bluff us out, isn’t that sweet?” He takes a step forward. Steve doesn’t retreat, but his does lift his chin and tense his body for a fight. Billy’s smile widens. “Oh, you want to play?” he says, hefting the bat. “We can play.” He pivots suddenly, lifting the bat and smashing it hard into the doorjamb. Steve flinches, and Carol lets out a little scream. “We can play all…you…like!” he punctuates each word by slamming the bat into the jamb, and Steve can hear wood splinter and crack. He can see the damage that Billy is doing from where he stands, and suddenly he’s furious. He’s not exactly thinking when he launches himself at Billy, but that’s probably for the best. Thinking would have more than likely involved being brained in the head with Billy’s next swing of the bat. Instinct only has him bending at the waist, sinking under Billy’s roundhouse. At it is the bat is so close that he can feel it passing just over his back.

He tackles Billy around the legs; the bat goes flying and they both go sprawling onto the floor. Billy’s head hits the ground and for a moment he blinks up at Steve, dazed. Steve doesn’t look the gift horse in the mouth; he punches Billy as hard as he can. Carol is screaming but Steve barely hears her; he’s too mad to hear her. All he wants to do is pound that smug smirk off of Billy’s face. He gets that one good punch in before Billy starts fighting back, and from there they are rolling along the floor, both of them trying their best to kill the other.

Who might have succeeded, Steve doesn’t want to think about. Billy does manage to get the upper hand and straddles him, laughing maniacally through a mouthful of blood. “Oh, Steve-o,” he says, “I’m gonna hurt you this time. Good luck trying to walk after th-“

He’s interrupted by a growl. Carol screams again, and he looks up, his mouth falling open as he scrambles backwards, off of Steve. “What the fuck is that?” he yells, and Steve turns to look despite himself.

Just behind him is one of the ugliest things he’s ever seen – and considering what he’s been through the last few years, that’s saying something. Squat green legs lead up into a yellowish green belly, arms poking out are thin and yet wiry with muscle. The head is bulbous, and Steve can’t see eyes anywhere, but he has a front row seat to a lot of razor sharp teeth. _Shit, not again,_ he thinks, but Carol screams yet again and the thing’s ugly head turns in her direction. It bolts towards where she stands, frozen, her eyes wide in horror, and without thinking about it Steve flings his body that way, kicking out. One of his feet connects solidly with one of its legs, throwing it off balance. It skitters across the floor, and Carol screams again.

“God’s sake, shut _up_ ,” Steve mutters, getting to his feet and looking around for the bat. He spots it near Billy, and grabs it. Spinning around, he yells, “Over here, ugly,” as loud as he can, and the thing comes at him. Billy makes a noise and jerks away -  even with what’s going on Steve has time to take savage joy in how terrified he sounds – and then Steve’s swinging the bat, a nice roundhouse like the one Billy tried to flatten him with before. Only the thing in front of him can’t see what he’s doing, and it actually connects with a sick meaty noise that makes Steve want to retch. He follows it down, beating at it furiously until its head is all over the floor and it’s stopped twitching. He stops, breathing hard, and looks at Billy. He looks back with wide eyes. Carol has finally stopped screaming.

“Right. Now we really do need to call the Sheriff.”

**Author's Note:**

> Please do let me know what you think. :-D


End file.
